4

Corporate Governance System

The Company's corporate governance system seeks to ensure proper management and control, growth of long-term value, and sustainable development. Corporate governance rests on three pillars: efficiency, effectiveness, and transparency. The Company continues improving its corporate governance system, ensuring the rights of shareholders and all stakeholders.

GRI 2-9

Kazatomprom's key corporate governance policies

76 As amended and supplemented by decisions of the General Meetings of Shareholders dd. 19 May 2019, 20 May 2021 and 25 May 2023.

Kazatomprom's corporate governance structure

Corporate Governance Code

The Corporate Governance Code of the Company has been developed in accordance with the laws of the Republic of Kazakhstan, internal documents of Samruk- Kazyna JSC, and the Transformation Programme of Samruk-Kazyna JSC. The Code takes into account the corporate governance practices adopted in Kazakhstan and globally and sets out the principles lying at the core of the Company's corporate governance system.

Kazatomprom states that its corporate governance system complies with the key listing rules of major stock exchanges and the basic corporate governance principles recognised by the global economic community (e.g., the OECD Principles of Corporate Governance).

Taking into account the approval of the Samruk-Kazyna JSC Code of Corporate Governance in new wording by the Republic of Kazakhstan Government’s Resolution No.590 dated 23.07.2023, the Company plans to update its Code of Corporate Governance.

COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE

In line with the Corporate Governance Code, the Office of the Corporate Secretary analysed compliance with the principles and provisions of the Code across the Company in 2023. According to its findings, 89.5% of the provisions of the Code were fully complied with, 0.6% were partially complied with77, and 10.1% of the provisions of the Code are not applicable to the Company.

Compliance with the Corporate Governance Code

ADHERENCE TO THE AIX CORPORATE GOVERNANCE PRINCIPLES

AIX has the general principles of corporate governance in place for listed companies. Kazatomprom's Corporate Governance Code is largely consistent with these principles. Moreover, the Company's Code contains certain provisions ensuring compliance with Samruk-Kazyna's goals and projections. Any Group's initiatives that relate to its non-core business are subject to review and verification by the Board of Directors chaired by an independent director.

COMPLIANCE WITH KASE’S CORPORATE GOVERNANCE PRINCIPLES

In 2013, KASE adapted the International Finance Corporation's (IFC) corporate governance scorecard, allowing joint stock companies listed on KASE to use this tool for assessing their level of corporate governance. Assessed against the six categories, the Company mostly meets the criteria set out in the scorecard.

Differences between the Company’s Corporate Governance Code and the UK Corporate Governance Code78

UK Corporate Governance Code Kazatomprom’s Corporate Governance Code
Under the UK Corporate Governance Code, when 20% or more of votes have been cast against the board recommendation for a resolution, the company should explain, when announcing voting results, what actions it intends to take to consult shareholders to understand the reasons behind the result. An update on the views received from the shareholders and actions taken should be published no later than six months after the shareholder meeting. The board of directors should then provide a final summary in the annual report and, if applicable, in the explanatory notes to resolutions at the next shareholder meeting, on the impact the feedback has had on the decisions the board has taken. Kazatomprom's Corporate Governance Code obliges the Chair of the Board of Directors to build a constructive dialogue between Board members, major shareholders, and the Company’s executive body. At the same time, the Chair of the General Meeting of Shareholders should strive to ensure that shareholders receive answers to questions directly at meetings. If a question is too complicated to allow for an immediate answer, the individual(s) to whom the question was addressed should provide a written answer as soon as possible after the conclusion of the General Meeting. In addition, major shareholders may hold meetings with the Chair and Board members to discuss development strategy issues, elect the head of the executive body, and address other elements that impact any growth of the long-term value and the sustainable development of the Company. Such meetings are pre-planned and held in accordance with approved procedures.
The UK Corporate Governance Code states that nonexecutive directors have a prime role in appointing and removing executive directors. Non-executive directors should scrutinise and hold to account the performance of management and individual executive directors against agreed performance objectives. The chair should hold meetings with the non-executive directors without the executive directors present. Kazatomprom's Corporate Governance Code states that candidates for the Company's head must be approved by the President or the Presidential Administration of the Republic of Kazakhstan (if the Company is on a list approved by a Decree of the President of the Republic of Kazakhstan), the Management Board of Samruk-Kazyna JSC, the Nomination and Remuneration Committee of the Board of Directors of Samruk-Kazyna, and the Chairman of the Board of Directors of Samruk-Kazyna.
The UK Corporate Governance Code sets forth the main responsibilities of the company’s nomination and remuneration and audit committees and also states that a description of the main activities of these committees should be included in the company’s annual report. Kazatomprom's Corporate Governance Code contains no such requirement.
The UK Corporate Governance Code prohibits the chair of the board from being a member of the audit committee. Kazatomprom's Corporate Governance Code contains no such restriction.
Under the UK Corporate Governance Code, in annual and half-yearly financial statements, the board should state whether it considers it appropriate to adopt the going concern basis of accounting in preparing them, and identify any material uncertainties to the company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements. Kazatomprom's Corporate Governance Code contains no such requirement.
Under the UK Corporate Governance Code, where a remuneration consultant is appointed, this should be the responsibility of the remuneration committee. The consultant should be identified in the annual report alongside a statement about any other connection it has with the company or individual directors. Independent judgement should be exercised when evaluating the advice of external third parties and when receiving views from executive directors and senior management. Kazatomprom's Corporate Governance Code contains no such requirement.
The UK Corporate Governance Code stipulates that remuneration schemes should promote long-term shareholdings by executive directors that support alignment with long-term shareholder interests. In addition, there are clarifications regarding the terms of contracts concluded with the directors of the company. Kazatomprom's Corporate Governance Code contains no such requirement.

78 The differences are indicated on the basis of a literal comparison of the contents of the Code of Corporate Governance of the Company and the UK Code of Corporate Governance. However, such differences do not imply in practice complete non-compliance with the provisions of the UK Code.

General Meetings of Shareholders

The Company treats and communicates to all shareholders equally, including minority shareholders, regardless of their shareholdings.

The General Meeting of Shareholders is the highest governing body of the Company. On 03 February 2023, the Company held an absentee Extraordinary General Meeting of Shareholders convened by the Board of Directors at the initiative of Samruk-Kazyna JSC, a major shareholder. The composition of Kazatomprom's Board of Directors was the only agenda item.

On 25 May 2023, Kazatomprom held an annual General Meeting of Shareholders in absentia and considered the following agenda items:

On 21 June 2023, the Company held the in-person Extraordinary General Meeting of Shareholders convened by the Board of Directors at the initiative of Samruk-Kazyna JSC, a major shareholder. The composition of Kazatomprom's Board of Directors was the only agenda item.

On 01 November 2023, the Company held another inperson Extraordinary General Meeting of Shareholders convened by the Board of Directors at the initiative of Samruk-Kazyna JSC, a major shareholder. The Meeting considered the following agenda items:

Board of Directors

GRI 2-10

Members of the Board of Directors and the Chairman of the Board of Directors are elected in accordance with the procedures prescribed by the Joint-Stock Companies Act and the Company's Charter.

Candidates are recruited and selected according to objective criteria and needs for diversity in the Board of Directors. Only an individual can be selected as a member of the Board of Directors. The Board members shall be elected from among:

Persons nominated as Board member candidates must have the knowledge, skills, and expertise needed for the Board of Directors to perform its functions effectively and ensure long-term value growth and sustainable development of the Company. They should also have an impeccable business and personal reputation.

When selecting Board member candidates, Kazatomprom takes the following criteria into account:

Members of the Management Board, except for the Chairman of the Management Board, may not be elected members of the Board of Directors. Members of the Government of the Republic of Kazakhstan, and officials of government authorities may not sit on the Board of Directors.

GRI 2-17

TRAINING AND DEVELOPMENT OF MEMBERS OF THE BOARDS OF DIRECTORS

In accordance with the Policy on Advanced Training for the Members of Kazatomprom’s Board of Directors and Engagement of External Experts, the Board decides on advanced training either for all members in general or for its individual members based on:

The training of the BoD members also rests on the recommendations received during the general assessment of the Company's corporate governance.

In 2023, the Company planned ESG training but due to changes in the Board of Directors composition the training was postponed to 2024.

MEMBERS OF THE BOARD OF DIRECTORS

GRI 2-9

As of 31 December 2023, the Board of Directors consisted of seven directors, including three independent directors79. The Board of Directors is chaired by an independent director80. This guarantees the respect for rights of minority shareholders.

79 The ratio of independent directors changed over the year due to changes in the BoD: from 1 January 2023 to 02 February 2023 – (3/7); from 03 February 2023 to 20 June 2023 – (4/8); from 21 June 2023 to 31 December 2023 – (3/7).

80 The description of criteria for compliance with the standards of independence for members of the Board of Directors is given in the Charter and Regulations on the Board of Directors, which are available at the Company's website.

Independence of the Board of Directors:

7
Total number of the Board members
3
Independent directors

The composition of the Board of Directors of the Company is balanced in terms of members' qualifications, expertise, knowledge, business qualities, and diversity. Board members have an impeccable business reputation, and expertise in the nuclear industry, finance and investment, corporate governance, as well as in other areas important for the management of the Company.

GRI 405-1

Members of the Board of Directors have extensive experience in senior roles, as partners and members of the governing bodies of big international companies, and an impeccable reputation in the business community. The diversity of the composition and the quota of independent directors are in the limelight. The Board is represented by both men and women, as well as citizens of various countries, which ensures gender and socio-cultural diversity.

The Board members do not hold any shares in the Company or equity interests in affiliates, nor do they hold any shares/equity interests in the Company's suppliers and competitors.

Members of the Company's Board of Directors are entitled to a fixed annual remuneration – there were no refusals or agreements on refusal of remuneration by members of the Company's Board of Directors in 2023.

CHANGES IN THE BOARD OF DIRECTORS IN 2023

By the decision dated 3 February 2023 (Minutes No.1/23), the Extraordinary General Meeting of Shareholders determined the Kazatomprom Board of Directors’ composition to be 8 persons. The Meeting appointed Armanbay Zhubaev as an independent director - member of the Board of Directors of the Company.

Neil Longfellow, Russell Banham and Marc Kasher, members of the Company Board of Directors, applied for early resignation as members of the Board of Directors with effect from 21 June 2023, 25 May 2023 and 19 May 2023, respectively.

By the decision dated 21 June 2023 (Minutes No.3/22), the Extraordinary General Meeting of Shareholders resigned Nazira Nurbaeva, a representative of Samruk- Kazyna JSC, a major shareholder of the Company, from the Kazatomprom’s Board of Directors.

By the decision dated 21 June 2023 (Minutes No.3/22), the Extraordinary General Meeting of Shareholders appointed a new composition of the Company’s Board of Directors, consisting of Arman Argingazin, Armanbay Zhubaev, Nodir Sidikov, Yernat Berdigulov, Yelzhas Otynshiyev, Yernar Zhanadil, and Yerzhan Mukanov.

By the decision dated 01 November 2023 (Minutes No.4/23), the Extraordinary General Meeting of Shareholders early resigned the members of the Board of Directors Yerzhan Mukanov and Yernar Zhanadil, and appointed Aidar Ryskulov and Meirzhan Yussupov as members of the Board of Directors of the Company.

GRI 2-9, 2-11

BOARD OF DIRECTORS’ COMPOSITION

Arman Argingazin
Chairman of the Board of Directors (independent, non-executive)
Participation in committees
  • Audit Committee
  • HSE Committee
  • Strategic Planning and Investment Committee
  • Nomination and Remuneration Committee
Year of election

202381

Year of birth

1978

Citizenship

Republic of Kazakhstan

Educational background

2000 – Boston University School of Management (Boston, USA), specialising in Business Administration

Professional experience

2012-2021 – Managing Director at UBS AG

2006-2012 – Head of Corporate Banking, Member of the Management Board of RBS Bank Kazakhstan

2003-2006 – Branch Manager at ABN AMRO Bank, further, then Deputy Chairman of the Management Board

2001-2003 – Client Relationship Manager, then Specialist, then Deputy Head of Business Development Department at HSBC Bank Kazakhstan

2000 г. – Financial analyst at Halyk Bank (JSC Halyk Bank of Kazakhstan)



81 Elected as a member of the current Board of Directors by the Extraordinary General Meeting of Shareholders of the Company on 21 June 2023 for a term of three years.

Armanbay Zhubaev
Member of the Board of Directors (independent director, non-executive)
Participation in committees
  • Chairman of the Audit Committee
  • Nomination and Remuneration Committee
Year of election

202382

Year of birth

1977

Citizenship

Republic of Kazakhstan

Educational background

2012 – Certified Financial Analyst (CFA)

2007 – University of California Berkeley (USA) MBA degree

2003 – University of Oxford, Master of Science in Comparative Social Policy

1999 – Duquesne University (Pittsburgh, USA), specialising in Business Administration (BSBA)

Professional experience

2020 – Founded Strategy Lab LLP, a consultancy company

2013-2020 – Senior Manager, then Director of PwC LLP (Kazakhstan)

2012-2013 – Senior Manager of KPMG LLP (Kazakhstan)

2010-2012 – Worked at Polymetal JSC (Kazakhstan)

2009-2010 – Consultant at McKinsey Moscow

2006-2008 – Marketing specialist at SAP (USA)

1999 – Chief Specialist, then Head of Division, then Head of Division of the Accounting and Audit Department of the Uzbekistan’s Central Bank



82 Elected as a member of the current Board of Directors by the Extraordinary General Meeting of Shareholders of the Company on 21 June 2023 for a term of three years. Member of the Board of Directors since 03 February 2023 (Resolution of the Extraordinary General Meeting of Shareholders of the Company).

Nodir Sidikov
Member of the Board of Directors (independent director, non-executive)
Participation in committees
  • Audit Committee
  • Chairman of the Strategic Planning and Investment Committee
Year of election

202383

Year of birth

1982

Citizenship

United Kingdom of Great Britain and Northern Ireland

Educational background

2009 – BPP University Law School

2006 – Master of Laws degree from the University of Westminster (London, UK)

2003 – State Law University (Tashkent, Uzbekistan), Bachelor of Laws

Professional experience

2013 – Associate at Grata LLP (Almaty, Kazakhstan)

2012-2013 – Associate at Fieldfisher LLP (London, UK)

2006-2012 – Senior Associate at Fieldfisher LLP (London, UK)

2005 – Partner at Fieldfisher LLP



83 Elected as a member of the current Board of Directors by the Extraordinary General Meeting of Shareholders of the Company on 21 June 2023 for a term of three years.

Yernat Berdigulov
Member of the Board of Directors (non-executive)
Participation in committees
  • Production Safety (HSE) Committee
Year of election

202284

Year of birth

1987

Citizenship

Republic of Kazakhstan

Educational background

2010 – Bachelor's Degree in Public Policy and International Relations, University of Toronto

2018 – Master's Degree in Business Administration, University of Warwick

Professional experience

2022 – Managing Director for Strategy and Asset Management, Samruk-Kazyna JSC

2021-2022 – Co-Managing Director for Strategy, Sustainability, and Digital Transformation, Samruk-Kazyna JSC

2019-2021 – Project Manager, Whiteshield Partners international consulting company

2018-2019 – Analyst of the Asset Management Directorate, Samruk-Kazyna JSC

2013-2018 – Finance and Economy Advisor to the Chairman of the Board, Director of the Analytical Support Department, Director of the Strategic Development Department, Director of the Project Management Department, Samruk-Energy JSC

2011-2012 – Project Manager, Project Office for the Implementation of the Management Reporting System, Samruk-Kazyna JSC

2010-2011 – Chief Specialist of the Business Administration Department, Semizbay-U LLP, a subsidiary of NAC Kazatomprom JSC



84 Elected as a member of the current Board of Directors by the Extraordinary General Meeting of Shareholders of the Company on 21 June 2023 for a term of three years. Member of the Board of Directors since 27 May 2022 (Resolution of the Annual General Meeting of Shareholders of the Company).

Yelzhas Otynshiyev
Member of the Board of Directors (non-executive)
Participation in committees
  • Nomination and Remuneration Committee
Year of election

202385

Year of birth

1987

Citizenship

Republic of Kazakhstan

Educational background

2010 – Master of Science degree in Applied Mathematics and Physics

2008 – Moscow Institute of Physics and Technology (Moscow, Russia), specialising in Applied Mathematics and Physics

Professional experience

2023–to date – Co-Managing Director for Strategy and Asset Management of Samruk-Kazyna JSC

2019-2023 – Worked at Kazakhstan Investment Development Fund (KIDF) Management Company Ltd., PlanetCare Management LLP

2012-2019 – Chief Manager, then Director of the Project Analysis of Investment Activity Department of the Fund, then Project Director of the New Projects Development Department, then Head of the Mining Assets Development Sector of the Asset Development Department of Samruk- Kazyna JSC

2009-2012 – Manager, then Director of the Investment Projects Department of Tau-Ken Samruk National Mining Company JSC

2007 – Analyst, Ernst & Young (Moscow, Russia)



85 Elected as a member of the current Board of Directors by the Extraordinary General Meeting of Shareholders of the Company on 21 June 2023 for a term of three years.

Aidar Ryskulov
Member of the Board of Directors (non-executive)
Participation in committees
  • Strategic Planning and Investment Committee
Year of election

202386

Year of birth

1981

Citizenship

Republic of Kazakhstan

Educational background

2015 – Executive MBA degree from Nazarbayev University under a joint programme with Duke University (Durham, USA)

2002 – E.A. Buketov Karaganda State University, Faculty of Economics, speciality Finance and Credit

Professional experience

2023-to date – Managing Director for Economics and Finance of Samruk-Kazyna JSC

2019-2023 – Managing Director for Economics and Finance of Samruk-Energy JSC

2014-2019 – Director of the Corporate Finance Department of NWF Samruk-Kazyna JSC

2012-2014 – Director for Financial Asset Management of NWF Samruk-Kazyna JSC

2009-2012 – Deputy Director of the Investment Projects Department of KazAgro National Management Holding JSC

2006-2008 – Head of the Medium Business Sales Centre of JSC Halyk Bank of Kazakhstan (Aktau)

2003-2006 – Specialist of the Small and Medium Business Lending Department, then Senior Credit Officer of the Business Clients Department of Bank CenterCredit JSC (Astana)

2002-2003 – Engineer-economist of the branch of JSC NC Kazakhstan Temir Zholy (Karaganda)



86 Elected as a member of the Board of Directors by the Extraordinary General Meeting of Shareholders of the Company on 01 November 2023 for the Board of Directors' tenure, i.e. by 21 June 2026.

Meirzhan Yussupov
Member of the Board of Directors (executive), Chairman of the Management Board
Participation in committees
  • -
Year of election

202387

Year of birth

1979

Citizenship

Republic of Kazakhstan

Educational background

2015 – Master's degree in Public Administration from Harvard University

2007 – Master's degree in Economic Development Management from the London School of Economics and Political Science

2001 – Middle East Technical University, speciality Economics and Management

Professional experience

2023-to date – Chairman of the Management Board of NAC Kazatomprom JSC

2021-2023 – Chairman of the Management Board of NAC Kazakh Invest JSC

2020-2021 – Vice-Minister of National Economy of the Republic of Kazakhstan

2015-2020 – Chief Director for Economics and Finance of NAC Kazatomprom JSC

2010-2015 – Director of the Corporate Finance and Treasury Department of NAC Kazatomprom JSC

2009-2010 – Deputy Director of the Investment Policy Department of the Ministry of Economy and Budget Planning of the Republic of Kazakhstan

2003-2009 – Worked at Demir Kazakhstan Bank JSC and Samruk-Kazyna NWF JSC

2001-2003 – Deputy Director of the Marketing and Internal Audit Department of the Turkuaz Group of Companies



87 Elected as a member of the Board of Directors by the Extraordinary General Meeting of Shareholders of the Company on 01 November 2023 for the Board of Directors' tenure, i.e. by 21 June 2026.

ACTIVITIES OF THE BOARD OF DIRECTORS

In 2023, the Board of Directors met 14 times (14 inperson meetings) to consider 230 issues.

The attendance of meetings by Board members was 94% on average in 2023.

Attendance of meetings by members of the Board of Directors

GRI 2-14

The most pressing matters considered by the Board of Directors in 2023

Reports
  • Quarterly Management Board Report (CEO Report)
  • Quarterly Financial Statements (IFRS Overview)
  • Semi-annual Financial Statements (IFRS Overview)
  • Annual Financial Statements 2021 (IFRS Overview)
Strategic matters
  • Consideration of Kazatomprom development strategy implementation status and strategic initiatives
  • Approval of the Integrated Annual Report
  • Approval of Kazatomprom's Consolidated Business Plan 2023-2027
  • Approval of key performance indicators for the Chairman and members of the Board
  • Approval of the organisational structure of Kazatomprom's corporate centre
Corporate governance
  • Approval of the Board of Directors’ Work Plan
  • Changes in the composition of the Board committees
  • Approval of the Roadmap to improve ESG practices in NAC Kazatomprom JSC for 2023-2024 and consideration of implementation reports
Transactional matters
  • Conclusion of related-party transactions
  • Conclusion of transactions interrelated with previously concluded transactions
  • Conclusion of transactions or a series of interrelated transactions resulting in the alienation of property worth more than 10% of the total asset value
Subsidiaries and affiliates
  • HR issues
  • Approval of internal regulations
  • Conclusion of material transactions
  • Increase in statutory capital
  • Election of members of supervisory boards/Board of Directors
  • Approval of annual financial statements of subsidiaries and affiliates, distribution of net profit of subsidiaries and affiliates
Approval of internal regulations
  • Approval and recognition of loss effect of internal documents of NAC Kazatomprom JSC and its structural divisions
Other issues
  • Overview of capital markets
  • Consideration of an investor and stakeholder communication and engagement plan
Issues of Board’s subdivisions
  • Reports of Compliance Service, Ombudsman, and Internal Audit
  • Approval of internal regulations

EVALUATION OF THE ACTIVITIES OF THE BOARD OF DIRECTORS

GRI 2-18

The Company's Code of Corporate Governance mandates an annual assessment of the Board of Directors' performance. The Board of Directors has decided to assess the performance of the Company's Board of Directors through self-assessment.

The self-assessment of the Board of Directors was conducted by filling out questionnaires in line with the Methodological Guidelines for Assessing the Performance of the Board of Directors and its Committees, the Chairman, Members of the Board of Directors and the Corporate Secretary of Samruk- Kazyna JSC, and the Regulations on the Assessment of the Performance of the Board of Directors and its Committees, the Chairman, Members of the Board of Directors of Kazatomprom JSC.

The assessment results showed that the level of efficiency of the Board of Directors based on key parameters was 86.3% and scored Grade A. This means that the Board of Directors meets most of the established criteria in all essential aspects with the sufficient evidence of its efficiency and performance.

The performance scored the highest in the following assessment areas:

Performance indicators that require improvement are identified in the following areas:

The Board of Directors and the Nomination and Remuneration Committee jointly prepared an action plan to improve efficiency of the Board of Directors. The action plan outlines the following key tasks:

It is notable that one of the issues in Kazatomprom's ESG Practices Improvement Roadmap for 2023-2024 is to increase the share of females on the Company's Board of Directors.

Monitoring by shareholders and members of the Board of Directors of the timely and proper fulfilment of the tasks reflected in the action plan will be the key to further improving the performance of the Board of Directors.

PLANS FOR 2024

COMMITTEES OF THE BOARD OF DIRECTORS

GRI 2-9, 2-12

The Board of Directors has four committees:

The Committees88 are accountable to the Board of Directors in line with their mandate granted by the Board of Directors and the relevant Regulations on the Committees. Members of the Committees are elected by the Board of Directors in line with the Law On Joint Stock Companies, the Code of Corporate Governance of Samruk-Kazyna JSC, and Kazatomprom's Charter.

88 For more about the role of the Board of Directors, see Kazatomprom Integrated Annual Report 2019.

PERFORMANCE OF THE BOARD COMMITTEES IN 2023

Report of the HSE Committee

Composition of the Committee and quantity of meetings

5
in-person meetings
in 2023
25
matters
considered

Matters considered by the Committee in 2023:

REPORT OF THE AUDIT COMMITTEE

Composition of the Committee and quantity of meetings

12
in-person meetings
in 2023
110
matters
considered

Matters considered by the Committee in 2023:

Reporting:

Risk management:

Corporate governance:

Other matters:

REPORT OF STRATEGIC PLANNING AND INVESTMENT COMMITTEE

Composition of the Committee and quantity of meetings

7
in-person meetings
in 2023
30
matters
considered

Matters considered by the Committee in 2023:

REPORT OF NOMINATION AND REMUNERATION COMMITTEE

Composition of the Committee and quantity of meetings

12
in-person meetings
in 2023
69
matters
considered

Matters considered by the Committee in 2023

HR matters:

Bonuses:

Management Board

The Management Board is Kazatomprom's executive body acting in line with the laws of the Republic of Kazakhstan, the Company’s Charter, the Corporate Governance Code, and the Regulations on the Management Board. These documents outline the role, competences and powers of the Management Board, as well as the rights and responsibilities of the Management Board members.

Competences of the Management Board are:

CHANGES IN THE MANAGEMENT BOARD

The Management Board saw the following changes in the reporting period:

1) By the decision dated 12 January 2023 (Minutes No.1/23) the Board of Directors appointed the Chief Commerce Officer as a member of the Management Board:

2) By the decision dated 29 June 2023 (Minutes No.7/23), the Board of Directors appointed the following executive officers as the Management Board members:

3) By the decision dated 20 July 2023 (Minutes No.8/23), the Board of Directors appointed the Chief Director for Legal Support and Corporate Governance as a member of the Management Board as from 21 August 2023:

4) On 20 July 2023, the Board of Directors decided (Minutes No.8/23) to establish a 7-strong Management Board including the following members:

5) By the decision dated 28 September 2023 (Minutes No.11/23), the Board of Directors appointed the Chief Economic and Financial Officer as a member of the Management Board:

6) By the decision dated 28 September 2023 (Minutes No.11/23), the Board of Directors appointed the Chairman of the Management Board:

MANAGEMENT BOARD

(as of 31 December 2023)

Meirzhan Yussupov
Chairman of the Management Board
Year of birth

1979

Citizenship

Republic of Kazakhstan

Educational background

Graduated from MIDDLE EAST TECHNICAL UNIVERSITY in 2001 with a degree in Economics and Management, in 2007 from the London School of Economics and Political Science with a Master's degree in Economic Development Management, and in 2015 from Harvard University with a Master's degree in Public Administration.

Professional experience

Started his career in 2001 as Deputy Director of the Marketing and Internal Audit Department at Turkuaz Group.

From 2003 to 2009, worked at Demir Kazakhstan Bank JSC and Samruk-Kazyna NWF JSC. From 2009 to 2010 worked in the civil service as Deputy Director of the Investment Policy Department of the Ministry of Economy and Budget Planning of the Republic of Kazakhstan.

In 2010, joined NAC Kazatomprom JSC as Director of the Corporate Finance and Treasury Department, and in 2015 was appointed Chief Director for Economics and Finance of NAC Kazatomprom JSC.

From 2020 to 2021 held the position of Vice Minister of Kazakhstan National Economy, and from March 2021 to October 2023 held the position of the Management Board Chairman of NAC KAZAKH INVEST JSC.

On 2 October 2023, was appointed the Chairman of the Kazatomprom’s Management Board.

Kuanysh Omarbekov
Chief Production Officer
Year of birth

1986

Citizenship

Republic of Kazakhstan

Educational background

In 2007, graduated from the Almaty Academy of Economics and Statistics with a Bachelor's degree in Finance, in 2014 – Kazakh Humanitarian-Legal University with a Bachelor's degree in Law, in 2017 – Russian Academy of National Economy and Public Administration under the President of the Russian Federation with the MBA qualification, in 2022 – Kazakh National Research Technical University named after K.I. Satpayev with a degree in Metallurgy and Mineral Processing.

Professional experience

Started his career in the nuclear industry in 2011 as a logistics engineer at Kazatomenerkasin Zholdary, a branch of Trade and Transport Company LLP. In the period from 2018 to 2022 worked as General Director of KAP Logistics LLP (formerly Trade and Transport Company LLP), as from December 2022 – as General Director of JV Akbastau JSC.

In June 2023, was appointed Chief Production Director of NAC Kazatomprom JSC.

Sultan Temirbayev
Chief Economic and Financial Officer
Year of birth

1986

Citizenship

Republic of Kazakhstan

Educational background

In 2008, graduated from Durham University (UK) with a Bachelor's degree in Economics. In 2020, underwent professional retraining at Tomsk Polytechnic University on the programme of uranium in-situ leaching technology. Currently studying on the Global MBA programme at Astana School of Management and Business.

Professional experience

Started his career in 2008 as a specialist in the accounting department of Zhana Temirzhol LLP. From 2009 to 2011, worked as a specialist in the Investment Department at ENRC Logistics LLP. After that, in different years worked at Kazakhstan Cargo Company LLP, Kazakhstan Petrochemical Industries Inc. LLP and Odyssey Investments Group LLP in various positions, including management positions. In 2020, was appointed Deputy General Director for Economics and Finance at JV Inkai LLP (a joint venture of NAC Kazatomprom JSC).

On 28 August 2023 was appointed Chief Director for Economics and Finance of NAC Kazatomprom JSC.

Dastan Kosherbayev
Chief Commerce Officer
Year of birth

1988

Citizenship

Republic of Kazakhstan

Educational background

In 2011 graduated from Hult International Business School (UK) with a specialisation in Business Management, in 2022 Master's degree at Nazarbayev University with a specialisation in Public administration.

Professional experience

Started his career in 2011 at Kamkor Management LLP as the Chief Manager of the Investment Policy Department.

Started his career in the nuclear industry in 2016 at NAC Kazatomprom JSC as a manager of the Corporate Governance Department, then as Head of the Mergers and Acquisitions (M&A) Division of the Business Development Department. From 2019 to 2020, worked as Deputy Executive Director at NAC Kazatomprom JSC s mining subsidiary JV KATCOLLP.

In July 2021, was appointed Director of Sales Department of NAC Kazatomprom JSC, in June 2023 – Chief Director for Commerce of NAC Kazatomprom JSC.

Alibek Aldongarov
Chief HR and H&S Officer
Year of birth

1983

Citizenship

Republic of Kazakhstan

Educational background

In 2003 graduated from Almaty College of Communications at Kazakh-American University with a degree in Computer Science, Communication Networks and Switching Systems, and in 2007 graduated from Kazakh National Technical University named after K.I. Satpayev with a degree in Multichannel Telecommunication Systems

Professional experience

Started his career in 2004 in the structure of Kazakhtelecom JSC as an electrician of line facilities. Has extensive experience in the field of telecommunication systems design in the representative office of Iskratel LLC, as well as in the field of support and development of information systems as Director of the Technical Support Department and Deputy Chairman of the Management Board of JSC Banking Service Bureau NBK. Has seven years of experience in the nuclear industry in management positions at Baylanys-NAK LLP and KAP Technology LLP. Prior to his appointment held the position of General Director of KAP Technology LLP.

In May 2021, was appointed Chief Director for HR and Digitalisation of NAC Kazatomprom JSC.

Since 21 August 2023 has been the Chief Director for HR and industrial safety of NAC Kazatomprom JSC.

Mukhit Magazhanov
Chief Procurement and General Affairs Officer
Year of birth

1979

Citizenship

Republic of Kazakhstan

Educational background

In 2001, graduated from Al-Farabi Kazakh State National University with a degree in Laws, and in 2009 – Kazakh University of Economics, Finance and International Trade with a Bachelor's degree in Finance. In 2017, obtained a Master's degree in Public Procurement Management at the University of Roma Tor Vergata (Italy)

Professional experience

From 2001 to 2006, worked as a lawyer at Bank Industrial OJSC, Altyn Polis Insurance Company CJSC and ATF Bank JSC. From 2006 to 2019, held various positions, including management positions in Samruk-Kazyna JSC and KEGOC JSC.

In the period from 2021 to 2023 worked as Deputy Director for Supply of the branch of JSC NC Kazakhstan Temir Zholy "Trunk Network Directorate" and Managing Director for Operations of KEGOC.

He is in the personnel reserve of Samruk-Kazyna JSC under the TOP 100 programme.

In June 2023 was appointed Head of the Administration Office of NAC Kazatomprom JSC.

Since 21 August 2023, Chief Director for Procurement and General Affairs of NAC Kazatomprom JSC.

Yermek Kuantyrov
Chief Officer for Legal Support and Corporate Governance
Year of birth

1989

Citizenship

Republic of Kazakhstan

Educational background

In 2010 graduated from Tomsk State University specialising in International Relationships, in 2012 – Kazakh Humanitarian Law University (KAZGUU University) specialising in International Law, in 2014 – Columbia University in the City of New York, School of Law, New York (under the Bolashak scholarship of the President of the Republic of Kazakhstan).

Professional experience

Started his career in 2010 as a manager of the International Cooperation and Interaction Department of NC Kazakhstan Temir Zholy JSC.

From 2011, worked as an expert of the External Relations Directorate of the Department for Regulation of International Economic Integration of the Kazakhstan Ministry of Economic Development and Trade. Since 2013, worked as an expert of the Directorate for the EurAsEC and the Customs Union functioning of the International Economic Integration Department of the Ministry of Economy and Budget Planning of Kazakhstan, and since 2014 – as an expert of the State Property Rights Protection Department of the Kazakhstan Ministry of Justice. Since 2015, worked as an expert of the State Legal Department of the Administration of the President of the Republic of Kazakhstan.

From 2016 to 2022, worked in the Ministry of Justice of the Republic of Kazakhstan as Chief Expert of the Pre-Arbitration Administration of the State Property Rights Protection Department of the Kazakhstan Ministry of Justice, Deputy Director of the Republican State Enterprise "National Institute of Intellectual Property", Advisor to the Minister, Head of the Department for ensuring the activities of the Board of Appeal, Commission for the Recognition of a Trademark as Commonly Known, Attestation and Appeal Commissions of the Department for Intellectual Property Rights of the Republic of Kazakhstan.

From March to September 2022, worked as Director of the Department for the Development of Entrepreneurial Activity of the Eurasian Economic Commission, Moscow.

In July 2023, was appointed Chief Director for Legal Support and Procurement of NAC Kazatomprom JSC.

Since 21 August 2023, woprked as Chief Director for Legal Support and Corporate Governance of NAC Kazatomprom JSC.


GRI 405-1

Age diversity within the Management Board, %

Gender diversity, %

GRI 202-2
100%
of top managers89, hired in 2023 were from the local community90.

89 Top managers are members of the Management Board.

90 Local communities are represented by nationals of the Republic of Kazakhstan.

MANAGEMENT BOARD PERFORMANCE REPORT

41
in-person meetings
and
2
meetings
in absentia held in 2023. 466 matters considered.

Structure of issues considered by the Management Board

GRI 2-15

The Management Board members had no conflict of interests in 2023.

Attendance of meetings by Management Board members

91 Marat Yelemesov has been on study leave since 19 July 2021.

Remuneration

GRI 2-19, 2-20

According to the Company's Charter, the remuneration of the Board of Directors’ members is set by the General Meeting of Shareholders, while the remuneration of the Chairman and members of the Management Board is set by the Board of Directors, with no engagement of consultants in this.

On 26 October 2023, the Company’s Board of Directors approved the Rules of remuneration, bonuses and social support for the Company's executives. These rules describe the procedure and terms of remuneration payment to the Chairman and members of the Company's Management Board.

The Board of Directors determines the salary of the Chairman and members of the Company' Management Board in accordance with the Pay Grid.

Remuneration of the Chairman and members of the Management Board of the Company relies on a timebonus system and consists of a fixed part in the form of official salary and a variable part in the form of bonuses linked to the annual performance. Performancebased bonus for a year depends on the percentage of achievement of corporate and functional key performance indicators (KPIs), formed by cascading the strategic KPIs approved by the Kazatomprom's Board of Directors for the relevant period. In accordance with this system, bonuses of the Chairman of the Management Board are 100% linked to the achievement of corporate KPIs and those of the members of the Management Board are 60% linked to the achievement of corporate KPIs and 40%, to the achievement of functional (individual) KPIs over the year.

The corporate KPI map for a reporting year is approved annually by the Board of Directors and includes various indicators such as financial performance, shareholder return and profitability, safety culture improvement, major investment projects implementation, degree of fulfilment of the production programme for the uranium product output and other indicators, including those related to social support in the regions of operation. It is well-balanced and takes into account all Kazatomprom's strategic goals.

List of corporate KPIs for the Company

2024
Unit production cost of U3O8 The KPI seeks to reduce production costs per kilogram of natural uranium oxide (U3O8) at NAC Kazatomprom JSC and mining companies.
Safety culture improvement The KPI aims at improving the overall level and culture of occupational safety and reflects the lost time injury frequency rate and the number of conducted behavioural safety audits for the Kazatomprom’s group of companies.
Shareholder return and profitability The KPI is used to show the return on investment made by shareholders and aims to increase shareholder return and consists of the following metrics: total shareholder return (TSR), and the price of NAC Kazatomprom JSC's GDRs at the end of the year.
Implementation of major investment projects, including priority projects The KPI aims at ensuring efficient cash use for investment activities, timeliness and completeness of investment projects implementation in the reporting period.
Degree of fulfilment of the production programme for the uranium product output The KPI reflects the implementation of the Company and its uranium mining enterprises' plan for the uranium product output to fulfil their production programmes for the uranium product output.

A consolidated net profit earned by the Company in a reporting year is key to payment of the annual performance-based bonuses.

The pension arrangements for the Chairman and members of the Management Board are regulated by the Law On Pensions in the Republic of Kazakhstan (the Law). The Company acts as an agent for mandatory pension contributions and transfers a statutory percentage of the earned income to the Unified Accumulative Pension Fund. If the Chairman or a member of the Management Board terminate their employment contracts due to retirement, he/she shall be paid allowance as established by the Collective Bargaining Agreement.

In 2023, members of the Management Board and independent directors of the Board of Directors at Kazatomprom received a total of KZT 912.8 million in pre-tax remuneration.

Total remuneration paid to members of the Management Board and the Board of Directors, KZT billion

Risk Management

RISK MANAGEMENT SYSTEM

Kazatomprom's risk management system is integral to the Company's business model and contributes to reducing risks for all stakeholders while achieving strategic objectives and creating sustainable value. The Group continuously monitors market and macroeconomic volatility, production risks, environmental aspects, geopolitical environment and regulatory changes to assess their impact on the current risk profile. In addition, the Company applies appropriate risk mitigation strategies and measures.

As part of building effective systems for risk management and internal control, including coordination of a business continuity management system, in 2023, Company developed and updated the following documents:

As part of ongoing insurance activities, the Company added eleven mining subsidiaries and affiliates and KAP Logistics LLP to its corporate property insurance programme in 2023.

Following the instruction on counterparty risk management for the Kazatomprom’s uranium products sale, the Management Board approved the List of Counterparties and limits on the Company's counterparties in respect of contracts for the Kazatomprom’s uranium products sale. The Risk Management Department conducts an independent risk assessment of counterparties. It provides relevant information to the Management Board and the Audit Committee under the Board of Directors as part of its risk management reports on quarterly basis. It also informs the Company’s Board of Directors in the annual risk management report. In addition, the Company and its subsidiaries and affiliates have a business continuity management system in place, and test business continuity plans on a regular basis.

In accordance with the Methodology “Conducting design assessment, testing operational efficiency, identifying and documenting significant deficiencies/ lack of control procedures in the process of preparing financial statements at NAC Kazatomprom JSC”, the Company, if necessary, conducts internal control procedures for the processes of preparing financial statements to ensure confidence in reliability of financial statements.

In 2023, the Company tested its business continuity plans throughout the year according to the approved schedule. We held meetings of the Operational Headquarters on sanctions risks.

Plans for 2024:

RISKS OF NAC KAZATOMPROM JSC

Under the COSO methodology, all of the Company's identified risks fall into five main categories: strategic, financial, operational, compliance, investment and project risks.

Risk registers and maps of subsidiaries and affiliates are developed and approved on an annual basis. Kazatomprom’s risk map is divided into zones of impact and likelihood.

According to the Company's Risk Register, we identified 32 risks for 2023, including 6 red-zone risks:

A risk is assessed according to its position on the Risk Map. The areas of risk zones are allocated according to damage, pegged to the risk appetite.

Risk Map 2023

Strategic risks (S)
S-1 Decrease in uranium sales price below target
S-2 Higher social tensions
S-3 Reputation risk
S-4 Failure to perform on subsoil contracts
Operational risks (O)
О-1 Failure to meet the uranium product sales plan
О-2 Failure to meet the planned uranium mining and/or uranium product output (U3O8)
О-3 Increase in the cost of products and services above target
О-4 Shortage of skilled staff or low qualifications
О-5 Occupational injuries
О-6 Intentional damage to the Company's group of companies
О-7 Reduced information security
О-8 Failure to meet planned production/sales of beryllium, tantalum, niobium and other UMP products
О-9 Environmental risk
О-10 Risk of a pandemic
О-11 Legal consequences of non-compliance/different interpretation of laws
О-12 Climate risks
Compliance risks (С)
C-1 Corruption and corporate fraud risk
C-2 Sanctions risk
C-3 Listing and regulatory risks
Financial risks (F)
F-1 Liquidity deficit
F-2 Credit risk vis-à-vis counterparty banks
F-3 Failure to perform on issued guarantees and obligations that do not have the legal form of a guarantee
F-4 Currency risk
F-5 Interest rate risk
F-6 Non-compliance with covenants under loan and guarantee agreements
F-7 Counterparty default risk
F-8 Country risk
Investment risks (I)
I-1 Failure to meet the planned targets for the implementation of the FA project in Kazakhstan
I-2 Untimely implementation of CDW project (Stage 1)
I-3 Untimely implementation of DWH project (Stage 1)
I-4 Untimely implementation of the project on Construction of a sulphuric acid plant with a capacity of 800 thousand tonnes per year
I-5 Untimely implementation of the project on Construction of onshore processing complex of Zhalpak deposit with production capacity of 900 tonnes per year in Sozak district of Turkestan region

Key changes in the Risk Map in 2023:

In Q1, four risks migrated:

  1. S-4 Failure to perform on subsoil contracts: probability grew from 4 to 5.
  2. O-7 Reduced information security: probability grew from 4 to 5.
  3. О-6 Intentional damage to the Company's group of companies: probability grew from 3 to 4 and impact grew from 2 to 4.
  4. О-2 Failure to meet the planned uranium mining and/or uranium product output (U3O8): probability dropped from 4 to 3 and impact dropped from 4 to 3.

In Q2, two risks migrated, two new risks registered:

  1. I-3 Failure to achieve targets of the Building 600. Reconstruction. Uranium Refining. UMP JSC. North Site project: probability grew from 3 to 4.
  2. О-10 Risk of a pandemic: probability dropped from 3 to 1.
  3. New risk registered I-4 Untimely implementation of the project on Construction of a sulphuric acid plant with a capacity of 800 thousand tonnes per year.
  4. New risk registered I-5 Untimely implementation of the project on Construction of onshore processing complex of Zhalpak deposit with production capacity of 900 tonnes per year in Sozak district of Turkestan region.

In Q3, one risk migrated

  1. I-2 Untimely implementation of CDW project (Stage 1): impact grew from 1 to 2.

In Q4, six risks migrated:

  1. O-2 Failure to meet the planned uranium mining and/or uranium product output (U3O8): probability grew from 3 to 4 and impact grew from 3 to 4.
  2. O-3 Increase in the cost of products and services above target: probability grew from 3 to 4 and impact grew from 3 to 4.
  3. O-8 Failure to meet planned production/sales of beryllium, tantalum, niobium and other UMP products: probability grew from 4 to 5.
  4. F-7 Counterparty default risk: impact grew from 2 to 3.
  5. I-3 Failure to achieve targets of the Building 600. Reconstruction. Uranium Refining. UMP JSC. North Site project: probability grew from 4 to 5.
  6. I-4 Untimely implementation of the project on Construction of a sulphuric acid plant with a capacity of 800 thousand tonnes per year: probability grew from 3 to 4.

Risks and mitigation

Risk Description Mitigation measures
S-1 Decrease in uranium sales price below target
  • Fixating quotas of contracts.
  • Exploring the opportunity to hedge uranium prices through transactions with TH KazakAtom AG subject to provision of the necessary funding:
    • Participating in tenders and conclusion of new medium-term and long-term contracts at fixed and partially indexed prices.
  • Analysing the market, projecting the uranium price trend.
  • Media monitoring of incidents, accidents and their consequences at nuclear and uranium facilities.
  • Control of uranium production by Kazatomprom's subsidiaries and affiliates in line with Kazatomprom's strategic decisions.
S-2 Increasing social tensions
  • Allocating funds to support the socio-economic development in the regions of operations under subsoil use contracts.
  • Local government relations and cooperation.
  • Reaching out to workers through online platforms, retreats and/or roundtables.
  • Developing and monitoring an action plan for social partnership and enhancement of social stability at Kazatomprom's enterprises.
  • Overseeing compliance with labour laws through the reporting of subsidiaries and affiliates.
  • Analysing the income equality degree of subsidiaries and affiliates’ employees.
  • Improving the financial literacy of employees (training).
  • Monitoring of media coverage.
S-3 Reputation risk
  • Professional and timely communication and disclosure management.
  • Building effective internal communications in the central office, subsidiaries and affiliates.
  • Building and maintaining relations with local and international media.
  • Conventional and social networks monitoring.
  • Actions in line with the Crisis Communications Plan.
  • Control over the fulfilment of Kazatomprom's obligations under the agreements signed between Kazakhstan and the IAEA in terms of the competence of the parent company, subsidiaries and affiliates.
S-4 Failure to perform on subsoil contracts
  • Monitoring of Kazakhstan's laws regulating the Company's operations.
  • Ensuring that the Company's subsidiaries and affiliates hold all necessary permits (licences) in line with the Subsoil and Subsoil Use Code of the Republic of Kazakhstan.
  • Participating in discussions on draft/amended legislation. Developing proposals to amend and supplement the laws of Kazakhstan.
  • Attending workshops explaining certain laws of Kazakhstan. Seeking explanations of complicated issues from government authorities.
  • Monitoring the compliance of the production figures in TO-25 reports with the contractual obligations of the subsidiaries and affiliates.
  • Raising the issue of risks associated with subsoil use contractual obligations with the Strategic Planning and Investment Committee of the Company's Board of Directors.
  • Monitoring subsoil use contract renewal deadlines.
О-1 Failure to meet the uranium product sales plan
  • Exploring the uranium market environment and needs in the current year, using up-to-date information to assess the possibility to sell the output made available in the current year from the Uranium Sales Plan, because existing buyers refused to purchase natural uranium in view of the reduced demand for uranium products.
  • Entering into long-, short- and medium-term contracts for the sales of finished products (including contracts with KazakAtomTHAG).
  • Considering risks when drafting contracts (availability of penalties, flexibility of supply).
  • Approving necessary documents at the stage of contract signing in proper time.
  • Monitoring the performance of the contracts by the counterparties.
  • Insuring goods in transit against loss or damage.
  • Monitoring the media for prompt identification of intentions to impose sanctions and/or counter-sanctions affecting the uranium industry.
  • Selecting counterparties carefully, analysing and negotiating contract terms and conditions with the concerned structural units, etc.
  • Entering into location/time swap contracts to receive uranium products at the converter and subsequent physical delivery to customers.
  • Controlling compliance with the process parameters of finished uranium production.
  • Quality control of packaging of finished uranium products for compliance with standards.
  • Developing alternative uranium export routes.
О-2 Failure to meet the planned uranium mining and/or uranium product output (U3O8)
  • Adjusting production (changes in unit commissioning schedule).
  • Strict adherence to subsoil use licences and contracts.
  • Supervising the execution of planned well construction and production.
  • Implementing the 2016-2027 Prospecting Programme for the replenishment of mineral resources.
  • Taking corrective actions (shutting down wells with low uranium content, launching blocks with the richest uranium content, adjusting the acid feed, etc.).
  • Quality control of finished uranium products received for compliance with standards.
  • Weekly and monthly control of compliance with standards of well construction, mine preparation works and uranium mining, and technological regulations.
  • Controlling compliance with the process parameters of finished uranium production.
  • Overseeing the fulfilment of schedules for well preparation, repair and renewal operations.
  • Acquiring additional drilling rigs, outsourcing some of the drilling works.
  • Proper planning of requests for raw materials, inventories, energy, etc.
  • Monitoring the timely launch of fields, sites, and blocks.
  • Continuing the Corporate Property Insurance Programme for subsidiaries and affiliates.
О-3 Increase in the cost of products and services above target
  • Monitoring specific consumption rates of chemical reagents, materials and energy costs.
  • Analysing purchase prices for key chemical reagents, materials and energy costs.
  • Improving energy efficiency of production (Reduction of purchased electricity consumption through the use of RES, Reduction of electricity through the use of energy-saving appliances and devices, Replacement of equipment with more economical equipment, Introduction of new technologies with lower energy intensity).
  • Controlling actual fulfilment of production cost targets approved by management bodies of subsidiaries and affiliates.
  • Optimising production technology, making changes in the technological process to improve its efficiency, introducing organisational and technical measures to reduce consumption rates of reagents and materials.
  • Controlling the fulfilment of contractual obligations by the R&D service provider.
  • Contributing to new scientific developments to reduce the cost of natural uranium mining.
  • Timely diagnostics and repair of main equipment.
  • Organising handling of hotline calls and ensuring timely handling.
  • Conducting training sessions for employees.
  • Seeking approval by the Compliance Service of foreign exchange payments to check if sanctions were imposed on non-resident counterparties and/or their banks.
О-5 Occupational injuries
  • Monitoring compliance with the HSE laws of the Republic of Kazakhstan and corporate regulatory documents.
  • Conducting scheduled audits of operations of subsidiaries and affiliates to ensure compliance with HSE regulations.
  • Monitoring timely training, briefing and checking personnel's knowledge of HSE.
  • Preparing and sending an information statement on findings of the analysis of occupational injuries and accidents at enterprises and prevention proposals to subsidiaries and affiliates.
  • Controlling the provision of employees of subsidiaries and affiliates with overalls and PPE.
  • Supervising regular radiation and contamination monitoring by subsidiaries and affiliates.
  • Supervising pre-shift medical examinations and briefings conducted by subsidiaries and affiliates.
  • Overseeing timely certification of workplaces by the Company's subsidiaries and affiliates.
  • Conducting and analysing behavioural safety audits, identifying near-misses.
  • Analysing the STOP Card application.
  • Imposing disciplinary sanctions on responsible officers for occupational safety violations.
О-6 Intentional damage to the Company's group of companies
  • Conducting audits and internal investigations in the Company and subsidiaries and affiliates with subsequent development of proposals and recommendations, including those of a preventive nature, to prevent and compensate for damage, make organisational and HR decisions, update internal regulatory documentation and improve the control environment.
  • Informing the Company's shareholders and management about risks and facts of corrupt and fraudulent actions on the part of the stakeholders and of Kazatomprom and subsidiaries and affiliates.
  • Implementing the Business Continuity Management Plan for Terrorist Crisis Situations and Other Crimes of a Non-Terrorist Nature.
  • Implementing the Employer's Action Algorithm for Prevention and Localisation of Labour Conflicts.
  • Periodic controlling and accounting of storage and movement of radioactive substances and nuclear materials.
  • Continuous monitoring and verification of physical security and alarm systems functioning.
  • Verifying reliability of persons with access to these types of materials.
  • If necessary, conducting an official investigation into the theft, loss and unauthorised removal of radiation and nuclear materials.
  • Developing corrective measures to eliminate conditions and prevent recurrence of similar facts.
О-7 Reduced information security
  • Continuous monitoring of compliance with the Information Security Policy.
  • Entering into NDAs with the counterparties of the Company's group of companies
  • Raising cyber security awareness and improving cyber security skills of employees. Conducting briefings and testing. Mailing out.
  • Automating the process of raising employee awareness of cyber security for 12 subsidiaries and affiliates as part of the replication of the Introduction and Development of Cyber Security project.
  • Testing the Business Continuity and Disaster Recovery Plans.
  • Conducting IS audits at the Company, its subsidiaries and affiliates.
  • Connection of all subsidiaries and affiliates under Kazatomprom's umbrella to the IS Operations Centre and a single Internet access gateway.
  • Developing an action plan to eliminate identified IS threats and shortcomings.
  • Making a list of facilities identified as critical information and communication infrastructure.
  • Considering the establishment of a Cyber Security Centre on the site of KAPTechnology LLP (with connection to the ISOC and further to the National Cyber Security Coordination Centre).
  • Supervising the connection of all subsidiaries and affiliates under Kazatomprom's umbrella to the Integrated Information Security System (IISS).
  • Entry testing. Developing an action plan to eliminate identified IS threats and shortcomings.
  • Implementing IS tools to ensure and enhance IS maturity.
  • Protecting information by means of a confidential data leakage prevention system (DLP), Cryptographic Information Protection System (CIPS), and Comprehensive Information Security System (CISS).
  • Ongoing monitoring and analysis of changes in the information security laws of the Republic of Kazakhstan.
  • Preventing unwarranted access and disclosure of restricted information.
  • Identifying and closing potential channels used for leaking restricted business information in the course of the Company's operations.
  • Making a List of Confidential Information and Commercial Secrets of NAC Kazatomprom JSC.
  • Resolving power segregation conflicts in SAPGRCAC on the Procurement process.
О-8 Failure to meet planned production/ sales of beryllium, tantalum, niobium and other UMP products
  • Controlling the execution of the Production Plan.
  • Carrying out preventive maintenance and overhauls to prevent breakdowns.
  • Conducting ongoing negotiations with suppliers of raw materials (beryllium, tantalum).
  • Controlling the availability of standard stock (raw materials).
  • Controlling the sales of beryllium, tantalum and niobium products against targets.
  • Making contracts with consumers of beryllium, tantalum and niobium products.
  • Analysing the beryllium, tantalum and niobium market (by segment, region, product, competitor, and consumer) on an ongoing basis.
О-12 Climate risks
  • Organising employees' drinking regime when the average temperature rises in summer.
  • Transferring the equipment and machinery to summer mode.
  • Revising the climatic zone for providing with special clothing (downward revision of the wear time of winter clothes).
  • Ensuring control of readiness and duty of non-state firefighting services and professional emergency rescue service to eliminate possible accidents.
  • Switching to backup power supply sources in case of emergency power outage.
  • Limiting vehicles' exit in case of possible onset of hazardous weather phenomena.
  • Ensuring uninterrupted communication with emergency workers.
  • In the event of a natural fire, notifying and contacting local authorities for information about the disaster and the assistance provided to the population.
  • Carrying out firefighting activities, increasing fire safety drills frequency.
  • Cleaning the territory from dry wood and fire hazardous objects.
  • Cleaning railway and motorway from snow.
  • Improving energy consumption and energy efficiency measures.
  • Carrying out quantity assessment of direct and indirect greenhouse gas emissions in accordance with international standards and generally accepted guidelines.
  • Training of personnel on legislative changes in terms of expanding/stricter reporting obligations on GHG emissions.
  • Implementing energy saving and energy efficiency measures.
  • Modernising the equipment.
  • Correct planning of demand for raw materials, inventory, energy resources, etc.
  • Improving technological processes.
  • Passing to purchased energy from renewable and alternative sources or using own green energy, in case of investments in renewable energy sources.
C-2 Sanctions risk
  • Preliminary coordinating with the Compliance Service on cooperation with counterparties regarding sanctions risks (including the risk of blocking payments).
  • Informing interested Joint Ventures (Departments of Treasury, Sales, Sales Support, Production, Mining, Scientific and Technical Projects, IT) on sanctions risk management issues.
  • In case partners are in the sanctions list (Russian and Chinese companies with which Kazatomprom has joint ventures): a) the production plan fulfilment at the expense of other subsidiaries and affiliates, including by revising subsoil use contracts to increase production; b) bringing NAC Kazatomprom JSC's stake in the joint venture up to 100% of the package or another option to withdraw the joint venture from the sanctions list.
  • In case key buyers are in the sanctions list: a) search for new buyers (market reorientation); b) adjustment (reduction) of production volumes; c) conclusion of swap deals to provide material to Western conversion plants for further sales.
  • In case key suppliers (including logistics companies, ports, etc.) are in the sanctions list: a) working out alternative routes that are not subject to sanctions risks; b) initiating domestic production of key products (special machinery, equipment); c) negotiations with suppliers on direct deliveries to the Republic of Kazakhstan.
  • In case the RK banks are in the sanctions list: a) switch to servicing in banks that are not in the sanctions list; b) switch to alternative sources of funding in the form of issuing bonds on the Kazakhstan stock market.
  • Developing alternative routes not subject to sanctions risks.
C-3 Listing and regulatory risks
  • Updating the list of insiders up to date, collecting insider's notices of insider trading liability under applicable laws, including transactions with the Company's securities on the basis of insider information.
  • Notifying the Company's employees in advance of closed/open periods.
  • Timely informing stock exchanges and regulators about transactions made by PDMRs.
  • Monitoring changes in stock exchange rules.
  • Informing the interested JVs of the Company about changes in listing requirements.
  • Monitoring compliance with information disclosure rules at least once a half year.
  • Training and regular testing of employees in line with the Code of Ethics and Compliance.
  • Awareness-raising on the insider information and confidential information protection.

The Management is confident that Kazatomprom has an effective risk management system in place, implementing measures to prevent and mitigate the risk consequences. Reports on the implementation of preventive measures (within the framework of the risk register) are prepared on a regular basis. The Board of Directors sets and approves levels of risk appetite on an annual basis. Tolerance levels have been defined for all risks to control the process of preventing possible negative financial consequences and possible reduction of the Company's value.

Risk limitation practices and the Rules for setting limits for second-tier banks to ensure control over the level of credit risk are in place. The Management Board approves the Group's limits on counterparty banks at least once a year and then reallocates them between the Company and its subsidiaries.

Kazatomprom introduced the routine analysis and risks assessment in investment projects, as well as in other initiatives submitted for consideration of the governing bodies. The Company's senior management is directly engaged in risk management on an ongoing basis. The Risk Management Department regularly submits quarterly and annual risk management reports containing information on realised and forecasted risks, as well as measures taken to minimise them.

SUSTAINABILITY RISK MANAGEMENT

Kazatomprom strives to factor in the risks and opportunities in the area of sustainable development in its operations and make informed and ethical decisions related to sustainable development. The Company works to improve its risk management and internal control system and align it with ESG factors and the climate change agenda to meet the expectations of socially responsible investors, sustainability promoting communities, and other stakeholders.

Internal Control

The Company's internal control system seeks to build a management system capable of responding quickly to process risks, controlling core and supporting processes and day-to-day operations, and is built according to the COSO Internal Control – Integrated Framework and consists of five interdependent components: control environment, risk assessment, control procedures, information and its transmission as well as monitoring.

Kazatomprom approved the Internal Control System Policy where defined the goals and directions of its development. The Company developed the Rules on Management Reporting and approved the Instructions on Testing of Compensating Controls within SAP GRC AC. All this allows to effectively control risks and respond to them promptly.

INTERNAL AUDIT

The Company has an independent Internal Audit Service (the IAS) accountable directly to the Board of Directors. The Board of Directors determines the composition of the Service, the remuneration of its staff, and approves the internal audit policies and procedures, as well as the annual audit plan and budget.

IAS performance in 2023:

  • The targets under the annual audit plan were 103% met.
  • No facts were recorded that adversely affected the independence or individual objectivity of the internal auditors.
  • The management, Audit Committee, and the Board of Directors reviewed the IAS reports on a quarterly basis.

EXTERNAL AUDIT

GRI 2-5

Every year, Kazatomprom’s Consolidated Financial Statements and the Integrated Annual Report are independently assured by an auditor, which results in an Independent Auditor's Report and the Auditor's Report on the Independent Limited Assurance Review.

In 2022 at the Extraordinary General Meeting of Shareholders PricewaterhouseCoopers LLP was appointed as the auditor to perform audit of NAC Kazatomprom JSC's consolidated and separate financial statements under IFRS for the years 2023 and 2024. Remuneration for audit of NAC Kazatomprom JSC's consolidated and separate financial statements under the International Financial Reporting Standards for 2023 and 2024 amounts to KZT 679,938,766 (six hundred seventy-nine million nine hundred thirty-eight thousand seven hundred sixty-six tenge), including VAT.

The Group's total non-audit fees to Pricewaterhouse Coopers LLP for 2023, including all subsidiaries and affiliates of NAC Kazatomprom JSC, were KZT 115,076,000 (one hundred fifteen million seventy-six thousand) excluding VAT.

Shareholder Engagement

SHARE CAPITAL

Kazatomprom's total issued shares, including global depositary receipts (GDRs), is 259,356,608, with 64,839,152 shares/GDRs currently on free float, which makes 25%. Samruk-Kazyna JSC holds 75% of the issued capital, or 194,517,456 shares.

Percentage of issued shares issued and free float

In 2023, Kazatomprom did not participate in any placements. There was no disclosure of the existence and compliance with the terms of any agreement with the controlling shareholder.

LISTING INFORMATION

As of 31 December 2023, the Company's securities, i.e. shares, GDRs and bonds were traded on the Kazakhstan and international stock exchanges with a listing on the Kazakhstan Stock Exchange (KASE), Astana International Exchange (AIX), and London Stock Exchange (LSE).

Listing

OUTREACH POLICY

Kazatomprom works consistently to build a positive image and business reputation of the Company, as well as to inform stakeholders about the Company's operations through external and internal channels.

As part of this work, Kazatomprom established an Information Disclosure Council, updated the Information Disclosure Policy and Rules, as well as other internal documents regulating the Company's communication risks.

Pursuing the Policy, Kazatomprom follows fundamental principles:

In 2023, the Company:

OFFICIAL CHANNELS FOR SHAREHOLDER ENGAGEMENT

To ensure the exercise of equity rights and the effective shareholder engagement, the Company operates several communication channels:

Tax Transparency

GRI 3-3, 207-1

Since its foundation, NAC Kazatomprom JSC has taken a responsible approach to compliance with applicable tax legislation, taking into account the provisions of laws and regulations, international treaties and other recommendations of state authorities in its activities, while ensuring proper control over tax accounting and tax reporting. Our responsible approach to taxation is based on our corporate tax policy and internal regulations and aims to ensure full and timely payment of all required taxes.

NAC Kazatomprom JSC's tax policy seeks to maintain the highest standards of tax accounting and the Group's management is responsible for compliance with the tax policy. NAC Kazatomprom JSC applies the group tax policy in accordance with the Company's overall business strategy and approach to corporate governance, ethics and risk management. The Company's tax policy is implemented using specific approaches and measures adopted and developed by the Group. These include proactive identification, prevention and mitigation of potential risks and result in accurate and timely fulfilment of the Company's tax obligations.

In order to conform with the best practices of international companies/corporations, a Policy on Tax Principles for the International Group of Enterprises (NAC Kazatomprom) has been developed and approved by the Kazatomprom Board, which is a document that states the general principles guiding the Group's enterprises in carrying out the tax function.

By making all applicable tax payments to local authorities, Kazatomprom makes a significant contribution to the sustainable social and economic development of the regions where it operates. Wherever possible, the Company seeks to engage in constructive dialogue on tax matters with government authorities, independent associations and business groups in order to make a meaningful contribution to the development of a fair, efficient and stable tax system.

GRI 207-2, 207-3

The Director of Tax Department is responsible for the maintenance, control and management of tax risk and ensures that appropriate processes and systems are in place to control these risks. The Group is committed to minimising tax risks and always builds its business on sound principles, consistent with the tax legislation of Kazakhstan. The Company monitors tax changes on a regular basis and updates processes as necessary.

The Group believes tax risks are extremely important and discloses them in the financial statements if they exist. The Group prepares quarterly reports on tax risks for internal users. Since the tax system of the Republic of Kazakhstan is evolving, we consider different interpretations of tax laws and provisions, as well as the application of transfer pricing to be the most significant tax risks for the Group.

We seek external advice if there is complexity or uncertainty regarding tax risk and works very closely with the tax authority represented by the State Revenue Committee of the Republic of Kazakhstan. The Company seeks to resolve any contentious issues through proactive and transparent discussion and negotiation.

The Group widely participates in various pilot projects of the tax authorities aimed at continuous interaction between the parties in order to promptly identify and respond to potential risks. The Group is currently working on entering the second stage of the pilot project on horizontal monitoring, the main principles of which are transparency and reliability of tax accounting. Our employees regularly participate in seminars and training sessions on tax matters to stay up-to-date on trends and changes in tax legislation. Significant tax issues are regularly reviewed by external auditors as part of the audit of the Company's financial statements.

Compliance with Laws and Regulations

GRI 2-27

Compliance with laws and regulations in 2023

In 2023, the total number of cases of non-compliance with laws and regulations within the Group amounted to 328, out of which 61 cases resulted in fines and 267 cases led to non-monetary sanctions. It's noteworthy that all individual instances of Group companies' violations of laws, subordinate regulatory acts, and regulatory documents, as recorded by relevant state/ regulatory authorities, were included in the nonmonetary sanctions.

During the same period, the Group paid 61 fines totaling 522.8 million tenge. However, there were no instances of paying significant fines exceeding 364 million tenge in any single case. The chosen threshold for significance is determined based on the materiality specified in the independent audit report, which amounts to 5% of the pre-tax profit for the financial year ending on December 31, 2023, and is applied to individual items of the financial statements as one-hundredth of the specified percentage.

The instances of non-application of non-monetary sanctions are also considered insignificant because they did not result in significant impacts on the Holding's operational activities (such as production stoppages, license revocations, failure to fulfill contractual obligations, etc.).

Corporate Ethics and Compliance

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Kazatomprom believes that doing business ethically is key to its long-term success, and therefore maintains the highest standard of ethical behaviour in its daily operations, which is an essential part of its approach to doing business.

The Company's Code of Ethics and Compliance approved by the Board of Directors is a pillar for achieving strategic goals and a guide for all Company employees in building relationships with stakeholders.

In addition to the Company's Code of Ethics and Compliance, the key documents governing anticorruption compliance procedures are:

The Anti-Corruption and Anti-Fraud Policy is the key document that defines major anti-corruption measures, goals, and principles of NAC Kazatomprom JSC.

Basic principles of combating corruption and fraud:

Kazatomprom has Regulations on the settlement of corporate conflicts and conflicts of interest in place. The document outlines the causes of corporate conflicts and conflicts of interest, prevention procedures, as well as regulates conflict settlement actions of the Company's bodies.

GRI 205-2

The Anti-Corruption and Anti-Fraud Policy covers 100% of employees of Kazatomprom Group, including management. Staff outreach and training are conducted on a regular basis, including annual compliance testing.

In line with the ESG principles, Kazatomprom focuses on the development and further promotion of a compliance culture among its business partners as well.

100% of suppliers have been made aware of the Group's anti-corruption policies and procedures.

In 2023, the Compliance Service held workshops to explain the Code of Ethics for Suppliers and Contractors to twenty-eight of the Group's largest and systemic counterparties.

Throughout 2023, NAC Kazatomprom JSC's compliance specialists conducted anti-corruption training events for the Group's employees on various compliance topics, including anti-corruption issues.

In addition, a number of training and awareness-raising events were held with the invitation of civil servants from the anti-corruption regulator of Kazakhstan, the Agency for Counteraction of Corruption of the Republic of Kazakhstan.

In general, the Company aims to cover at least 90% of the full-time employees when conducting anticorruption training.

GRI 205-1

In 2023, the Company assessed corruption-related risks in 167 Group’s divisions/business processes, which is 47.7% of the total number of Group`s divisions/ business processes.

According to the approved Corruption Risk Map for 2023, Kazatomprom identifies the following risks as significant:

We did not record identification/realisation of the above risks in the reporting period.

ETHICS AND DOING BUSINESS PRINCIPLES

All our employees are committed to high standards of behaviour socially accepted and consistent with the responsibilities and traditions of the Company. High standards of personal conduct imply that employees of the Company adhere to the principles of honesty, integrity, impartiality, and respect not only at work and in communication with colleagues, partners, suppliers, customers, and other stakeholders of the Company, but also in their everyday life.

The general principles of employees' conduct in relations with other team members, business partners, shareholders, government agencies and other stakeholders are enshrined in the Kazatomprom Code of Ethics and Compliance. Corporate values lie at the heart of the Code. As the backbone of the Group's corporate culture and employees' unity of views and actions, the values contribute to the effective achievement of the Company's goals.

GRI 2-23

Kazatomprom's corporate values:

Safety
  • Safety is our habit
  • Each of us is personally responsible for safety
  • We promote the culture of safety through standards and conduct
  • We take care of the environment
Professionalism
  • We are an industry leader
  • We have and share unique knowledge and practices
  • We achieve our goals effectively
  • We make informed decisions
Responsibility
  • Each of us is personally responsible for his or her work product
  • We care about the future and take responsibility for the decisions we make
  • We care about our reputation
  • We are honest with each other, partners, suppliers, and customers
Development
  • Developing ourselves, we develop the company
  • We pioneer innovations
  • Relying the best practices we have, we are developing new business areas
  • We improve technologies
Team
  • We respect other opinions and value everyone's input
  • We help each other
  • We work towards our common cause
  • Generational knowledge and energy help build an effective team

Every employee of the Company must adherence to the Code of Ethics and Compliance, regardless of their position. This Code is binding on the management and third parties related to the Company. All employees of the Company get familiar with the Code of Ethics and Compliance when they are hiring and when the Code is amended.

All group companies have also introduced a Supplier and Contractor Code (as an annex to a model procurement contract), which outlines Kazatomprom Group's ethical principles and obliges suppliers to follow them.

ANTI-CORRUPTION MANAGEMENT

GRI 3-3

As a law-abiding and public organisation, the Company supports anti-corruption and anti-bribery measures in Kazakhstan and globally. Corruption causes significant damage to the economic security of a country and society, has a devastating effect on the national economy, destabilises public life and work, and undermines public trust. The Company's anti-corruption commitments are enshrined in its Code of Ethics and Compliance.

GRI 2-16, 2-24, SASB EM-MM510a.1.

To ensure effective anti-corruption management, we have implemented all necessary measures and procedures. Responsibilities are assigned depending on the level of decision-making:

In addition, the Company strives to cascade down these ethical business principles to suppliers and contractors. Thus, from mid-2021, an annex, the Supplier and Contractor Code, was introduced into the model procurement contracts. Suppliers must adhere to the Code. The Code incorporates seven core principles in line with the ESG (Environmental, Social & Governance) principles. Since 2022, Kazatomprom has held outreach meetings and workshops with the group's regular and major suppliers to discuss the Code.

Additionally, in 2023, the Company developed an ESG questionnaire for suppliers. The Kazatomprom's Model Contract for Procurement of Goods, Works and Services contains the supplier's obligation to complete the ESG questionnaire.

GRI 205-3

In the reporting period, we identified 1 case of corruption offence: on 23 January 2023, the Turkestan City Court sentenced an employee of Volkovgeologiya JSC to be guilty of giving a bribe to an employee of the Ecology Department of Turkestan Region of the Republic of Kazakhstan in 2021. At the same time, during the period of investigative measures on this offence, the Company terminated the employment contract with the employee of Volkovgeologiya JSC.

In the reporting period, we had no cases of dismissal or punishment of the Group's employees for corrupt practices.

In the reporting period, we had no confirmed cases of non-renewal or cancellation of contracts with business partners due to corruption-related offences.

In 2023, we had no public corruption cases filed against the organisation or its employees during the reporting period.

ANTI-CORRUPTION TRAINING

To raise employees’ awareness about compliance and the latest changes in anti-corruption laws, NAC Kazatomprom JSC conducts regular compliance and anti-corruption training sessions.

In 2023, the Company held two meetings with the risk and compliance officers of subsidiaries and affiliates (15-17 March and 16-17 November 2023). At the meetings, we discussed the main changes in the risk management and compliance environment, and reported on practices and developments.

In November-December 2023, we tested our employees on their knowledge of the Code of Ethics and Compliance of NAC Kazatomprom JSC.

In addition, the Compliance Service prepared three reports for compliance specialists of Kazatomprom Group:

The Company writes a monthly compliance column in the QazatomNews corporate magazine.

WHISTLEBLOWING CHANNELS

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Kazatomprom has the Hotline in place that is designed to receive reports from the Company's employees and third parties on corruption and fraud-related issues, violations of the Code of Ethics and Compliance, and other non-compliance with the laws regulating the Group's operations. The Hotline details can be found on the Company's official website and subsidiaries and affiliates website.

The Hotline received 48 reports in 2023. We handled 44 and rejected 4 (due to consideration of the issue by the judicial authorities, earlier verification of a similar message, lack of information allowing for verification). The Company reviewed the reports within the time established by the internal documents.

Topics raised in reports, %

OMBUDSMAN

Kazatomprom has the Office of the Ombudsman responsible for consulting employees on the Code of Corporate Ethics, initiating procedures to consider disputes over violations of the Code, participating in their settlement, and promoting compliance with business ethics by employees. In line with the Company's internal documents, the Ombudsman shall follow the principles of independence, neutrality, impartiality, confidentiality, and informality.

In general, Kazatomprom is represented by a human rights institution consisting of the Ombudsman Service and independent Ombudsmen in 23 subsidiaries and affiliates.

This structural model makes it possible to promptly consider complaints, take measures against ethics violation, prevent and resolve social and labour disputes, substantively develop recommendations for persons involved in disputes, conflict or problem situations, and conduct effective communication activities.

As a result, the Ombudsmen of SDCs in 2023 received 225 employees in person and held 141 meetings with labour collectives.

Every employee can contact the Ombudsman through special communication channels: the helpline, internal communication channels at subsidiaries and affiliates, WhatsApp mobile application, or the Ombudsman's email. Information on the Ombudsman's activities is posted on information stands and screens of subsidiaries and affiliates, indicating how to submit complaints.

All the complaints were handled in line with the Company's internal documents and the laws of the Republic of Kazakhstan, including the Administrative Procedure Code of the Republic of Kazakhstan.

By the topic, the complaints considered were as follows:

At the same time, 12 (or 30%) out of 40 were collective complaints, 10 of which were anonymous. In total, anonymous complaints were 12. Other ones – 2.

Reports were accepted on the following channels:

All the complaints were handled in line with the Company's internal documents and the laws of the Republic of Kazakhstan, with a subsequent response to the applicants.

In 2023, for the first time in his practice, the Ombudsman made recommendations to eliminate violations by entering amendments and alterations to the Company's internal regulatory documents. During the above period, he prepared and made 8 recommendations, resulted in entering amendments and alterations to the Collective Bargaining Agreement, the recruitment rules, as well as updating the questionnaire used in sociological surveys according to the methodology of Samruk Research Services.

40
complaints
were considered by the Ombudsman in 2023, with explanations and follow-up recommendations provided to rectify the violations.

In 2023, to assess the moral and ethical climate, the Company conducted an anonymous survey covering 11,000 employees of 23 subsidiaries and affiliates, representing more than 60% of their total headcount.

This event identified problematic issues related to deficiencies in building relationships based on the principles of mutual respect, fair rewards and promotion, dissatisfaction with the personal protective equipment provided, cases of discrimination on the grounds of nationality, religion, gender, etc.

Based on the results of the analysis, the Company developed recommendations for the CEOs of subsidiaries and affiliates aimed at improving the moral and ethical climate in their teams.

In 2023, we invited the Samruk-Kazyna’s Ombudsman S.U. Trumov and the NAC Kazatomprom JSC’s supervisor, representative (interviewer) of the Centre for Social Engagement and Communication A.A. Akkazynova to visit the facilities of RU-6 LLP, Baiken-U LLP, Kyzylkum LLP, SKZ-U LLP, Irkol mine of Semizbay-U LLP, branch of KAP Logistics and branch of Volkovgeologia JSC "Ontustik VG" GEE-23.

The administration and the staff discussed the results of the survey conducted by SRS (Samruk Research Services). They focused on satisfaction with the logistical infrastructure, availability of necessary working and living conditions, as well as issues related to development, career, social package, evaluation of labour organisation and safety.

Based on the results of the visit, we held a joint meeting with ombudsmen, heads of HR and social services of enterprises deployed in the Kyzylorda region. We discussed the problems affecting reliability of the SRS surveys results.

Based on the results of the discussion, we developed recommendations on the brevity, presentation and number of the Centre for Social Engagement and Communication’s questions.

We held similar meetings with labour collectives at JV Inkai LLP, Karatau LLP and JV South Mining Chemical Company LLP, Kazatomprom SaUran LLP (Kanzhugan mine), Branch "Оntustik VG" GEE-5 of Volkovgeologia JSC, Uranenergo LLP and KAP Logistics LLP.

In addition, we examined the work plans of subsidiaries and affiliates and recommended to improve social wellbeing and peace of mind for the "critical" and "stressed" indices.

To improve the professional level of the Ombudsmen of subsidiaries and affiliates, the Company organised a meeting with UNDP (United Nations Development Programme) experts. The educational training on Observance of human rights and ethics in labour relations took place and the UN Special Representative in the Republic of Kazakhstan presented certificates.

On the basis of the Kazakhstan Nuclear University (KNU), we organised a training course on Methods and organisation of negotiation in managing labour conflicts for the Ombudsmen of subsidiaries and affiliates. They analysed case studies, solved practical problems and exchanged experience on examples of conflict situations in the oil and gas and other industries. We also invited to this training the Ombudsmen of Samruk- Kazyna JSC, Kazmunaigas JSC, NC Kazakhstan Temir Zholy JSC, Kazakhtelecom JSC, Samruk-Energo JSC, KEGOC JSC, Embamunaigas JSC.

In addition, the Ombudsmen Council of the Kazatomprom Group held 5 meetings to acquire skills and share experience within the framework of consultative and advisory work.

It should be noted that the Ombudsman Service acts as an operator of the existing pool of mediators of Samruk-Kazyna JSC, represented by 11 mediators, most of whom are acting Ombudsmen in subsidiaries and affiliates and have completed special courses for professional mediators.

At the same time, for the first time in the practice of this pool, a mediator from the Company’s Ombudsman Service resolved an existing conflict in Kazpost JSC, one of the enterprises of Samruk-Kazyna JSC group.

MANAGING CONFLICTS OF INTEREST

GRI 2-15

Kazatomprom's Code of Ethics and Compliance obliges employees report a conflict of interest, if any, according to procedures established by internal documents. All potential and/or actual conflicts of interest are carefully analysed and measures are developed to minimise the risks arising from the conflict of interest.

Regulations on the settlement of corporate conflicts and conflicts of interest are also in place in the Company. The document outlines the causes of corporate conflicts and conflicts of interest, prevention procedures, as well as regulates conflict settlement actions of the Company's bodies.

GOVERNMENT RELATIONS AND SPONSORSHIP

The Company’s approach to stakeholder communications excludes any form of bribery or corruption and applies to relations with both private entities and government authorities.

GRI 415-1

As per the Code of Ethics and Compliance, Kazatomprom does not make any payments to political parties, organisations, or their representatives, nor does it participate in political activities. Acting privately, employees may support and make contributions to political parties.

No valuables, products, services, or benefits may be received or provided to influence decision-making, as prescribed by the Regulations on giving and receiving gifts and branded souvenirs, as well as the Law of the Republic of Kazakhstan On the Civil Service of the Republic of Kazakhstan and the Law On Combating Corruption.

Kazatomprom is engaged in philanthropy and charity through the Samruk-Kazyna Trust Social Development Foundation, which implements socially significant projects through competitive selection.